The Webslinger and the Prototype
by Insieme per la vittoria
Summary: Peter Parker is in the middle of a war zone, and the man responsible is Alex Mercer, a scientist turned terrorist, a terrorist turned monster. Peter Parker and Alex Mercer are on a path to a war of their own, and only one can win. Can Spider Man defeat the physical form of the virus destroying New York City?
1. Spider Man meets Alex Mercer

**DISCLAIMER: I don't own Spider Man or Prototype.**

Peter Parker walked down the street, not liking what he saw. A group of soldiers were dragging a malformed, semi-human creature into a van. The man responsible for this entire mess was apparently a terrorist named Alex Mercer. As Peter was walking, his spider sense went off, but there was no immediate danger. A man in a hooded jacket, with a leather jacket over the top, bumped into Peter, knocking him back. Peter narrowed his eyes suspiciously. There was something very strange about that man. A normal person would not have been strong enough to knock Peter back like that. Furthermore, his spider sense appeared to be reacting to that man's presence. Peter turned, following this man through the crowd.

The man proved harder to follow than Peter had anticipated, as he easily pushed everyone aside, and moved faster than a normal person could in a thick crowd. The man turned a corner, and when Peter followed him, he had vanished. Peter moved further into the alley, when the man dropped down beside him, having been hanging from one of the brick walls. "There some reason you're following me, kid?"  
Peter was uncomfortable, as he knew this man was stronger than human, but he did not know the extent of the man's power. "You seem suspicious. You pushed people aside as if you're trying to get somewhere too fast. At best, you're a bully. At worst, you're a monster. I'm guessing it's the latter."  
The man chuckled, a harsh, evil sounding chuckle. "If I didn't know better I'd swear you wanted to fight me."  
Peter stepped forward. "I will if I have to."

Peter fired webs at the man, but the man's hands turned into large, razor-sharp claws, slashing through the web Peter threw at him. The man attacked, his hands turning to hammers. Peter jumped into the air, narrowly escaping the attack. The man then turned his left hand into a whip, swinging it at Peter, while changing his right hand into a large blade, readying it for a charging attack. The man swung his blade at Peter, but Peter jumped over it, before landing behind the man, punching him in the back. Peter may as well have hit a brick wall. The man was slightly hurt by the hit, but nothing serious. The man rounded on Peter, swinging the massive blade. Peter dodged the attack, wrapping the man's head in webbing. Peter then punched the man in the face, but it had little more effect than his previous punch. The man then lowered into a crouch, grunting with pain. "Constipated, huh? No wonder you're so grumpy. A little liquorish might help with that."

Peter jumped up to the roof when the man released the barrage of tendrils he had been struggling to attack with. The tendrils tore the ground and the walls to pieces, but Peter escaped unscathed. As Peter was about to go back to attack the man, a fresh tendril lashed at him, narrowly missing him, and cutting up the part of the roof he had been standing on. Peter turned to see the man jump onto the roof with him. Peter fired webs all over the man, before using the web to rodeo him off the building. The man crashed through the roof of a nearby building. "Someone isn't a very good fighter. You should be much tougher than me."  
The man reappeared at the top of the building, glaring. "I am, kid. You've just gotten lucky. As of right now, your luck has officially run out."  
The man jumped over to the building Peter was on, baring his razor-sharp claws, ripples going across his body as if it were churning water. "Ready to get eaten alive, kid?"


	2. Venom

**DISCLAIMER: I don't own Spider Man or Prototype.**

The man swiped his claws at Peter, but Peter jumped up to a higher roof, firing webs at the man. The man easily disentangled himself, just in time to receive a kick in the face from Peter. The kick sent the man staggering back, but he recovered instantly, and was barely hurt. "So, who are you, kid? I'm gonna take a wild guess you're Spider Man. Well, it's a pleasure to meet you. I'm Alex Mercer. Is that web thing a power, or a weapon? I'd just like to know if I'll have it after I eat you."  
Mercer dived at Peter, slashing with his claws, while tendrils burst from his back, swiping at Peter also.

Peter dodged all the attacks, before landing a punch on Mercer's face. Again, the punch had next to no effect. Mercer charged at Peter, but Peter jumped away just in time to avoid the claws. Mercer then changed his claws into a blade on his left hand and a whip on his right hand. "Let's see you dodge this, bug man."

Mercer charged at Peter, sweeping the whip at him. Peter jumped over the whip, before narrowly avoiding the blade attack which followed. Mercer swung his foot, kicking Peter in the face as he landed. The kick sent Peter crashing through a series of buildings and walls, before falling the remaining distance to the ground. Peter groaned, struggling to stand. "That hurt. That guy's certainly been eating his spinach. All right. I'll go back and kick his ass, as soon as the city stops spinning."

Peter woke up, looking around him. There was a sound of something very heavy slamming onto the ground, and Alex Mercer stood over him. "Dinner time."  
As Mercer was about to slam his foot on Peter, he was hit with a blast of lightning, which sent him sprawling. Mercer and Peter both looked up to see Thor, and Mercer jumped up the wall, running away as fast as he could.

Peter sat in the SHIELD helicarrier afterwards, a bandage around his head. "Thanks, Thor. I owe you one."

Mercer dropped down onto a roof, several miles from where he had fought Spider Man. He had almost eaten Spider Man, if only Thor hadn't gotten in the way… Mercer sensed someone nearby, and he turned to face them. A large black creature with razor-sharp teeth and claws stood behind him. "You're not Parker! You smell like him, though!"  
Mercer smirked. "You mean Spider Man? I kicked his ass a few minutes ago. Who the hell are you?"  
"I'm Venom. There is only room for one viral monster in this city!"  
Venom charged at Mercer, but Mercer caught him, lifting him into the air and throwing him off the building. "So you're a virus, too? I hope I don't look like you after I eat you!"

_Response to reviews:_

_To __**mercwiththemouth:**__ Thanks. And yes, you are right. Peter is outmatched by Alex Mercer, but he has some advantages. It's not quite like his fight against Dante where he had no advantages whatsoever, all the advantages being with Dante. Mercer is stronger, faster, more durable, and better armed, but Peter is more agile and more skilful. Mercer is definitely the more powerful of the two, but Peter can hold his own for a short time due to the advantages he has._


	3. Sinister Intent

**DISCLAIMER: I don't own Spider Man or Prototype.**

Alex dropped down off the roof, landing in front of Venom. Venom stood waiting for him.  
"Show me what you got, Venom. Give me a reason to eat you."

Venom charged at Alex, but Alex punched him, knocking the larger creature to the ground. Alex's hands morphed into claws, and he pounced on Venom, striking at him. Venom struck back with his own claws, but Alex was undeniably at an advantage, possessing longer, sharper claws, as well as a healing factor. Venom threw Alex off, sweeping at him with a tentacle. Alex morphed his left hand into a whip, while morphing his right hand into the blade, his favourite weapon. Alex lashed Venom with the whip, cutting him badly. Venom continued to strike with his tentacles, while Alex continued to strike with his whip. Finally, the whip and the tentacles wrapped around each other, and Alex started to pull Venom closer. Venom struggled to keep away, but Alex was stronger even than him. When Venom got within range, Alex slashed him with the blade, consuming him.

Alex leaned back as he consumed the symbiote's genetic code, feeling a blast as memories of the symbiote, Eddie Brock and Peter Parker flooded into him. When it was done, Alex's back erupted into tendrils, a power he had just gained from Venom. "If I can consume that Thor guy, no one will be able to stop me!"

Peter, Thor and Captain America stood on the deck of the helicarrier. The creature Alex Mercer would be expected to attack SHIED next, seeing them as a greater threat to him than Blackwatch. They looked up as Nick Fury walked out onto the deck, holding a biohazard sheet regarding the virus that had created Mercer, as well as a list of the known abilities attributed to Alex Mercer.

Inside the helicarrier, a guard cried out as Alex Mercer consumed him.

Peter turned to see a SHIELD agent moving towards him. Thor hadn't noticed, and was disinterested. Captain America was mildly interested, but no massively so. The agent moved close before reaching out and grabbing Peter. Peter was confused as to why his spider sense hadn't alerted him to the danger. The agent, holding onto Peter by the neck, turned and ran back into the helicarrier.

Thor charged after him, pulling Peter away from the agent and cracking the agent with his hammer. Thor then blasted the agent with a bolt of lightning from his hammer. The agent changed back into Alex Mercer, his hands already morphed into claws. Mercer lunged at Thor, swiping his claws at the thunder god. Thor blocked every attack, before releasing a burst of lightning which fried Mercer to the core, but had no serious effect.

Mercer jumped on Thor, digging his claws into him. Thor started pulsing lightning through Mercer, before striking him with the hammer, launching him out of the helicarrier. Mercer fell onto an empty field, bouncing across it. When he finally stopped bouncing, Mercer stood up, glaring at the Helicarrier. "That Thor guy is too fast. If I can consume Doctor Bruce Banner I may be able to face Thor and fight him."


	4. An Increased Threat

**DISCLAIMER: I do not own Spider Man, the Avengers or Prototype.**

Alex Mercer consumed a SHIELD agent, gaining a new disguise. He then walked out onto the deck of the helicarrier, where Captain America stood. Alex grabbed the Captain by the neck, picking him up off the deck and glaring at him. Captain America attempted to free himself, but Alex Mercer was far stronger than the Captain. Tendrils burst out of Mercer's back, and Mercer threw Captain America onto the deck. Mercer's tendrils attacked Captain America, while Captain America raised his shield to protect himself.

The door to Fury's command centre flew open, and Captain America ran in, before turning to face the door, shield at the ready. "Mercer's here! Get ready!"  
Thor went out the door, searching for Mercer, leaving Captain America in charge. Peter moved up next to Captain America, while Bruce Banner stood back, next to Black Widow. Suddenly, Captain America slammed his shield into Peter's face, stunning him, before changing into Mercer. Mercer charged at Banner and Black Widow. Black Widow jumped over the top of Mercer, while Banner started to change into the Hulk. Before the transformation was anywhere near complete, Mercer's blade slashed through Banner, and Mercer consumed him. With a cry of shock, Mercer fell to his knees. "The power! The Hulk's power is incredible!"

Black Widow drew a pistol and started shooting Mercer, but the bullets bounced straight off him. Mercer's blade turned into a tendril, lashing at Black Widow, splitting her in half and consuming her. Mercer then attempted to consume Peter, but Thor appeared. Thor fired lightning at Mercer, but Mercer showed no sign that it hurt him at all. Mercer charged at Thor, and Thor also charged, but to his horror, Mercer cleaned him up, flinging him straight onto his back. Mercer gripped Thor by the head, punching him hard enough to crush his armour. Thor attempted to force Mercer back, but Mercer was immovable, now possessing the strength of the Hulk, except that unlike the Hulk, he had total control over it, essentially making his strength limitless.

Thor was thrown straight out of the helicarrier, crashing through several walls in the process. Mercer landed on Thor, driving a blade through his chest. Mercer attempted to consume Thor, but realised that he couldn't. Mercer put his fist through Thor's chest, but still couldn't consume the Asgardian. Somehow, Thor's genetic code was impossible to consume. Mercer returned to the helicarrier, but Peter had already left, as had Fury and the rest of the crew.

Peter stood in Xavier's mansion, waiting for the professor. The door opened, and Charles entered, looking like nothing but a man in a wheelchair, but possessing power greater than almost anyone else. "Peter, I already know your plight. I have already told Jean, Scott, Storm and Logan to call everyone back here."

Charles rolled into the room, several mutants and other heroes standing before him. "The monster Alex Mercer is a very dangerous creature. He can turn into whoever he consumes, and has already consumed Bruce Banner, Black Widow, Steve Rogers and Eddie Brock. He now possesses strength like that of the Hulk, as well as the abilities he already possessed. He also has total knowledge of our operation now. He knows everything the people he consumed knew."  
Thor stood, stepping to the front. "Mercer will do everything he can to consume the powers of those he confronts. Having already consumed the Hulk, he will be very dangerous, and while he cannot consume me, if he manages to consume Xavier or Jean there is no telling how mighty he could become."

Alex Mercer stood outside the mansion, looking in at the top floor, where they were talking about dealing with him. Charles was at the window, and he turned to look at Mercer. Alex didn't even bother trying to disguise himself. He could never fool the professor. Alex faced a dilemma now. If he faced Xavier, he would be no match for the mutant. He knew the only way to attack was to find a way to consume Jean Grey, as her power would allow Alex to fight the professor. If he was able to consume the professor and Jean, his power would be beyond reproach. His only fear was that he couldn't consume Thor, and he knew there were others like Thor. He could defeat Thor, but from the collective memories of those he had consumed, his biggest fear was Ghost Rider.


	5. Attack Strategy

**DISCLAIMER: I do not own Prototype or the Avengers, the X-Men, or Spider Man and all related characters.**

Wolverine stood outside, smoking his cigar. He had come out to escape the stench of terror that filled the mansion. His sense of smell alerted him to the presence of something disgusting. He jumped back just in time to avoid an attack by Alex Mercer. Alex lunged at Wolverine, while Wolverine stood his ground, and the adamantium claws ground against the virally composed organic metal that constructed Mercer's blade.  
The two metals were similar in strength, but their wielders were not. Alex easily threw Wolverine away. "You shouldn't have stepped out like that, Logan. Big mistake."

Mercer prepared to attack, when suddenly he froze. Alex and Logan both looked inside the door to see Charles Xavier just inside the doorway, focusing hard on Mercer. Wolverine slashed Mercer to bits using his claws, but he knew it would have no lasting effect. Logan stepped inside, and closed the door. Mercer regained control of his faculties, and Charles' voice filled his head. "You still have a choice, Mercer. You were not always as you are now. There is no need to become a monster."

Charles spoke to Erik over the phone. "Mercer creates blades from his body, so the virus that composes him must contain a rather large amount of metal. I believe you can help us."  
"This creature is a threat to mutants as well as to humans, Charles. Killing it is in everyone's best interest. I will go to the mansion, and I shall bring some of my brotherhood with me."

Mercer watched as Magneto appeared, surrounded by his brotherhood. Mercer knew he couldn't attack Magneto. Magneto would overpower him for sure. Mercer slipped back into the shadows, not interfering with Magneto's entry into the mansion.

Later that night, Peter and Charles sat on the mansion's roof, waiting for Mercer to show himself. Mercer dropped down onto the roof, his eyes glowing a sickly yellow. "You guys lookin' to speak with me?"  
Charles rolled slightly closer. "Mr Mercer, your plan to kill us in order to gain more power is the thinking of a madman. You do not need to gain greater power. You can still stop."  
Mercer laughed. "Yeah, sure. I've killed several of your friends, and I tried to murder my own sister a year ago. She only survived because James Heller intervened. I'm not Alex Mercer. I am death itself. God."  
Xavier rolled closer again. "You are no God, Mercer. God creates, he doesn't destroy. And he doesn't need to kill for power as you do, because power is his anyway. You are nothing but a walking disease."

Mercer smirked. "A disease which just outwitted you, gramps!"  
Downstairs in the mansion, children started screaming. Peter jumped down the side of the building, dropping in through a window to help the children. Mercer tried to grab him, but Xavier froze the virus, before making him jump off the building and run away from the mansion. Mercer would gain his mind back, but he would be several miles away before he did.

Peter saw a horrifying sight. Several viral monsters had been released into the mansion, and were attacking the people inside. Wolverine was slashing them apart by the dozens, but they numbered easily in the hundreds. They looked like a mixture of the viral monsters the military had been dealing with and symbiote monsters like Venom. One of the monsters lunged at Peter, and he punched it away, webbing it up and flinging it out of the window. Cyclops could be seen blasting them with his laser eyes, and Nightcrawler was teleporting around the room, fighting them. Thor was smashing every monster that came near him, and Storm was using her lightning to fry just as many.

Peter attached web lines to six of the monsters, flinging them around the room, stunning them when they hit the stone floor. A monster jumped onto Cyclops' back, easily bringing him down. Nightcrawler appeared on the monster's back, teleporting it away from the wounded, unconscious Cyclops. The monster then bashed Nightcrawler several times, wounding him badly with its claws. Suddenly, Wolverine was upon the monster, reducing it to a pile of parts. The fight then stopped in an instant, the monsters freezing on the spot. The residents of the mansion looked up to see Charles at the top of the central stairs.

Peter dragged the last dead monster out the door. During the attack, several students had been killed, as well as Toad from Magneto's brotherhood. Mystique had been injured during the fight, but it was not serious. Cyclops would survive, but he was not going to be able to fight for a while. Nightcrawler's wounds had proven incapacitating but not quite fatal.

Mercer stood in the dark room, rolling his viral eyes. He had been forced to run from the mansion by Charles, and had stopped about halfway across the Brooklyn Bridge. He was very angry about that, and planned to take revenge. Deadpool came in. "Hey there, hoody cahoodey! Are you a client or can I kill you for no apparent reason?"  
Mercer moved closer. Deadpool pulled out his pistol, firing a shot into Mercer's head. Mercer kept walking.

"Ok. I just shot you in the head. Are you still alive because of canon reasons? I'm not in a game again, am I? In Marvel vs Capcom 3, they made this pretty boy from the planet o' the Fabio's my Capcom rival, and I shot him in the head a million times with about thirty bullets, and he didn't die either. It's very rude when you go outta your way to shoot a guy right between the eyes and he doesn't even die!"  
Mercer rolled his eyes again. He then dashed forward, slashing Deadpool and consuming him. As Deadpool was consumed into Mercer's genetics, he could be heard singing an Elvis song off key. "Man! That guy's gotta be the most annoying person I've ever met!"  
Mercer suddenly realised that he could still hear Deadpool singing. "Oh, great."

Juggernaut sat outside the bar, silently thinking. He turned when he heard a sound, and there stood Deadpool. "Hey there, funny helmet guy! You still smashing things rather than opening 'em?"  
Juggernaut rolled his eyes. "Wade. What do you want? Just here to annoy me?"  
Deadpool stepped right up to Juggernaut, before suddenly morphing into Mercer, slashing Juggernaut in half with his blade. He consumed Juggernaut, then turned his attention to the large helmet that sat on the ground next to where Juggernaut had been. "Stop me now, Chuck."


	6. Widespread Destruction

**DISCLAIMER: I do not own Prototype or the Avengers.**

The doors of the mansion were ripped off their hinges, and Mercer charged in, surrounded by creatures infected with the new strain of the Mercer virus, which now included Symbiote matter, much greater strength and a very strong healing factor. These creatures were still only grunts, but they were much more powerful than the ones that had attacked the mansion before.

Wolverine started slashing the creatures apart, while Spider Man and Thor started striking them back. Mercer shoved his way through the crowd of brawling heroes and infected, glaring at the man in the wheelchair who sat at the base of the stairs. Mercer placed Juggernaut's helmet on his head, and was instantly safe from the mutant's mind control.

Wolverine jumped onto Mercer, stabbing him, but Mercer slashed Wolverine through the stomach, tearing up his flesh but not breaking his Adamantium skeleton, and kept walking. Ice Man sprayed ice at Mercer, but Mercer was almost unaffected, and simply lashed Ice Man with a tendril, splitting him in half, and consuming him. Mercer's fingers briefly froze as he gained a new power, but he did not use it. Magneto was occupied, fighting against a group of monsters that had been specifically built to have no metal in them.

Mercer reached Xavier, picking him out of the wheelchair and glaring at him. Storm fired lightning at Mercer, but it arced all through his body, having no effect. Spider Man saw the danger, and saw a way he could stop Mercer. Peter jumped over to the now regenerated Wolverine. "Logan. I need your help. You attack him and I'll get that helmet off him."

Wolverine jumped at Mercer, but was struck to the side in an instant. Spider Man fired a web line onto the helmet, but Mercer expanded his head, stopping the helmet from coming off. With a toss of his head, Mercer dragged Spider Man down to the floor. Mercer lashed at Spider Man with a tendril, but Peter jumped over the attack, jumping onto Mercer's head, attempting to remove the helmet. Mercer released an explosion of tendrils, tearing up the entire mansion. Spider Man dodged the tendrils, escaping unharmed, and Xavier protected himself with his psychic ability, but others were less fortunate. Cyclops took a tendril through the chest, and was consumed. Nightcrawler dodged the tendrils by teleporting, but was still injured due to slower reactions than Spider Man and Charles. Storm and Magneto were able to protect themselves, but Mystique was also consumed.

Magneto used his magnetism to lift Mercer into the air, attempting to crush him so completely as to destroy him. As Magneto seemed to have defeated Mercer, Mercer's eyes turned red, and a laser beam flew from them, hitting Magneto. Before Magneto could recover, Mercer swiped him through with a tendril, consuming him. Mercer then jumped onto Phoenix, who threw him aside with her telekinetic power. As he was flying aside, his tendrils flew in all directions, tearing up and consuming Storm, Colossus, Nightcrawler, and most of his creatures.

Spider Man suddenly had an idea. He dropped onto one of the creatures, punching it out. Mercer attacked Peter, but Phoenix again tossed Mercer away. Lacking a syringe, Peter picked up a pen from a nearby desk, stabbing it into the creature. Peter then stabbed the pen into his own arm, infecting himself with the Mercer virus. Peter cried out, falling over. Mercer reached down to pick Peter up, but Peter struck Mercer's hand aside, kicking the other infected to the other end of the room.

Peter then jumped onto a monster with claws, tearing it apart and consuming it. In an instant, Peter gained claws. He then shredded a monster with tendrils, before consuming a monster with blades and shields. After consuming the last of Mercer's monsters, Peter felt like a monster himself. A powerful monster.

Mercer dived at Peter, but Peter struck him back with a hammer fist. Mercer lashed at Peter with tendrils, while Peter, who still possessed his Spider Sense, was able to dodge every attack. Finally, Peter attached web lines that were also tendrils to Mercer's arms, tearing them off and consuming them. Peter felt his strength grow as he gained what he knew was the Hulk's unlimited strength. Peter then continued to strike Mercer, with Mercer recovering, growing his arms back and using blades against Peter.

Peter dodged most of Mercer's attacks, before wrapping webs around Mercer's head, ripping a part of it off and consuming it. Mercer regrew his nose and chin, but Peter still gained what he recognised as Cyclops' optic blasts. Peter and Mercer blasted each other with the optic blasts, before Peter dived over Mercer, slamming a blade through him, consuming a portion of him. Peter gained in that instant the powers of everyone Mercer had consumed, now being as powerful as Mercer himself. Peter then gripped Mercer, and Phoenix used her telekinesis to lift both of them into the air. Taking advantage of Mercer's weakened state, Phoenix lifted Juggernaut's helmet off Mercer, and instantly, Charles' mind control was effective again, and Mercer froze, struggling to attack. Peter stepped back. "We don't need to kill him."  
Somehow fighting Xavier's mind control, Mercer's eyes turned a darker shade of yellow, and his body erupted in tendrils, which threatened to kill everyone in the mansion. Peter gripped Mercer, releasing tendrils of his own to restrain Mercer's.

Mercer smirked, struggling to break free of Peter's hold, which was the only thing stopping Mercer's tendrils from consuming everyone in the mansion. Realising he had no choice, Peter slammed his fist through Mercer, changing his fist into a hammer, then a blade. With a grunt of determination, Peter ripped Mercer's torso apart, consuming Mercer and his tendril attack.

Peter felt the full extent of the Mercer virus fill him, and he collapsed onto his back, groaning.

A few weeks later, Peter was sitting in the medical centre of the rebuilt SHIELD helicarrier. He had been starting to feel Mercer's emotions, and that bothered him. He had heard from Xavier that it was possible to remove the virus from him, as unlike Mercer, Peter had kept his original body, and could simply remove the virus from himself. This required the help of a man named James Heller.

James Heller entered the medical centre, nodding to Charles and Thor. He sat down next to Peter.  
"I hear you ate Mercer. Good riddance. Been meaning to do the same myself."  
Heller put a tendril into Peter's arm, draining the virus from Peter's blood. The process exhausted Peter, and he passed out.

Peter stood on the edge of the carrier the next day, thanking Heller for what he had done.  
Heller shrugged. "Don't worry about it, kid. You did me a favour by killin' his ass for me."


End file.
